UP TO 500,000 SHARES OF CLASS A Voting COMMON STOCK UP TO
250,000 SHARES OF CLASS B Nonvoting COMMON STOCK

Maximum Number of
Shares

Price to Public

Underwriting Discount and Commissions

Maximum Proceeds to Issuer **

Up to 750,000 shares of Class
A and Class B Common Stock

$4.00

0

$3,000,000

**No underwriters or brokers will be used in this Offering. Expenses of the Offering,
are estimated to be $150,000. Only Investors who
invest $10,000 or more in the Company may purchase Class A Voting Common Stock.
See Securities Being Offered on page 2 for additional details.

The Offering will terminate on the earlier of: (1) the date on
which the maximum number of shares has been sold, (2) the date that is one year
after the date of this Offering Circular, or (3) the date on which the Offering
is terminated by the Company in its sole discretion. The Offering is being
conducted on a bestefforts basis, without any minimum target. Funds tendered by
each Investor will be available to the Company after the Company accepts the
subscription, in its sole discretion.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
SEC) DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES
OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE
SECURITIES ARE OFFERED PURSUANT TO REGULATION A, AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1933, AS
AMENDED, UPON WHICH THE COMPANY IS RELYING. THE SEC DOES NOT MAKE ANY
INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM
REGISTRATION. BEFORE ANY SALES MAY BE MADE, HOWEVER, THE SEC MUST ISSUE A
NOTICE OF QUALIFICATION AFTER STAFF REVIEW OF ANY OFFERING MATERIALS.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE
PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET
WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NONNATURAL PERSONS.
BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE
THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR
GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO
www.investor.gov.

This Offering is inherently risky. See Risk Factors
below on page 5.Sales of these securities will commence on approximately
February 23, 2017.The Company is following the Offering Circular format of
disclosure set forth under Part II of the Offering Statement on Form 1A of
Regulation A.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARDLOOKING STATEMENTS
AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN
AND STRATEGY, AND ITS INDUSTRY. THESE FORWARDLOOKING STATEMENTS ARE BASED ON
THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE
COMPANYS MANAGEMENT. WHEN USED IN THIS OFFERING CIRCULAR, AND IN ANY RELATED
OFFERING MATERIALS, THE WORDS ESTIMATE, PROJECT, BELIEVE, ANTICIPATE,
INTEND, EXPECT AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARDLOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENTS CURRENT VIEWS
WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT
COULD CAUSE THE COMPANYS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTAINED IN THE FORWARDLOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARDLOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE ON WHICH THEY ARE MADE.

Feel The World®, FeelTrue®, Xero®, AND THE O-Toes logo ARE REGISTERED TRADE MARKS OF THE COMPANY.

FEEL THE WORLD, INC., D.B.A. XERO SHOES®

OFFERING CIRCULAR

SUMMARY

Feel The World, Inc., d.b.a. Xero Shoes®, is a woman-owned
lifestyle footwear brand focusing on natural movement, quality craftsmanship and
affordability. Xero Shoes® product lines currently include minimalist casual and
athletic shoes, ready-to-wear performance recreation sandals, and do-it-yourself
(DIY) sandal kits. Its products are sold directly to customers through its own
website, via third party sites such as Amazon, in certain retail stores/kiosks,
and to wholesale and international distribution partners.

OUR BRAND TENETS ARE:

NATURAL MOVEMENT

Xero Shoes® designs have wide toe boxes to let the toes
spread, flexible soles that allow the feet to bend, zero-drop non-elevated
heels, and a patented sole design that provides both ground-feel and
protection.

LIGHTWEIGHT PERFORMANCE RECREATION

Xero Shoes® are lightweight, travel-friendly, and made to
handle a diverse range of recreational activities including running,
hiking and casual wear.

DURABLE AND AFFORDABLE

Xero Shoes® have a 5,000-mile sole warranty and come in a
range of competitive price points currently from $24.95-$89.99.

WE ARE EXPERIENCING RAPID GROWTH:



The co-founders, husband and wife team Steven Sashen and
Lena Phoenix, appeared on the ABC TV Show Shark Tank in 2013. Reruns
continue to play on CNBC.



Our revenue growth from 2011 to 2013 awarded us the
number one ranking on the BizWest Mercury 100 List of Fastest-Growing
Private Companies based in Boulder and Broomfield counties.



2015 revenues of $1.4 million were almost double $772,000
in 2014 revenue, and demand outstripped our inventory.



2016 revenue grew to $2.73 million.



We have a cumulative customer base of over 75,000 in 94
countries as of January 1, 2017.



Excluding non-cash compensation, we have increased our
EBITDA margin from -17.1% in 2014 to 9.3% in 2015. For full year 2016, we
are estimating an EBITDA margin, excluding non-cash compensation, of
10%.



Gross Amazon sales have increased from $47,000 in 2015 to
$436,000 in 2016.

MARGINS AND GROWTH METRICS

Since we launched in late 2009, we have sold over $6.6 million
worth of shoes, sandals and sandal kits. In 2016, 68% of sales were directly
through the Xero Shoes® website, with 32% of sales coming from Amazon, eBay,
retail stores, international distributors, and other third-party sellers. Gross
product cost margins on direct-to-consumer sales vary from 74% to 87%, depending
on the item. Margin on wholesale and distribution sales range from 43-55%.

For the third quarter ending September 30, 2016, the average
order value (AOV) was $56.76. AOV is expected to grow following the release of
the higher-priced casual and athletic shoes in late 2016 and 2017.

- 1 -

OUR GROWTH STRATEGY

We are expanding each of our product lines to fulfill customer
demand and increase our AOV. In addition, we are working to increase our
penetration into additional markets through:



Focus on expansion of the wholesale channel into
national key accounts and new independent retailers with full marketing and
point-of-purchase support



Expanded digital marketing focused on data
analytics and high return on investment (ROI)



Increased global sales through addition of
select international distributors



Expansion of third-party online channels and
affiliates



Expansion of retail kiosks in shopping malls
and international airports

SUMMARY OF RISKS AFFECTING US

Our Company and our business are subject to all of the risks
described in the section Risk Factors below, including, but not limited to,
the following:



We are a relatively young entrant in the shoe
industry.



Our results are subject to intense competition,
and new competitors may enter the market.



We may not be able to successfully implement
growth.



We may not be able to respond to changing
footwear trends.



We are subject to seasonal buying patterns.



We depend on a small management team.



There is no current market for any shares of
the Companys Common Stock.

SECURITIES OFFERED

Securities Offered

Maximum of 500,000 shares of Class A Voting
Common Stock and 250,000 shares of Class B Non-Voting Common stock

Total Shares of Class A Voting Common Stock issued and
outstanding before the Offering

6,000,000 owned by Lena Phoenix

Total Shares of Class A Voting Common Stock reserved by the
Company for the Employee Stock Option Plan

1,133,181

Total Options to purchase Class A Voting Common Stock
issued before the Offering

315,000

Total Shares of Class A Voting Common Stock outstanding
after the Offering (assuming a fully subscribed Offering and 100% issuance
and exercise of all option shares reserved for ESOP)

7,633,1811

Total Shares of Class B Non-Voting Common Stock after the
Offering (assuming a fully subscribed Offering)

250,0002

1)

The Company has 20,000,000 Shares of Class A Voting
Common Stock authorized.

2)

The Company has 10,000,000 Shares of Class B Non-Voting
Common Stock authorized. No Class B Non-Voting Common Stock was issued prior to the Offering.

- 2 -

NON-SECURITIES INVESTMENT INCENTIVES

In addition to the above securities, the Company is offering
various incentives depending upon the investment level. Subscribers who purchase
shares for each investment level will also receive, after acceptance of their
Subscription, digital confirmation of their purchased shares plus one incentive
package consisting of items outlined below or similar items of equal or greater
value. Investors who purchase shares totaling less than $10,000 will receive
Class B Non-Voting Common Stock plus one incentive package described at the
level purchased below. Investors who purchase shares totaling $10,000 or more
will receive Class A Voting Common Stock plus one incentive package described at
the level purchased below. For the purpose of granting incentive packages,
multiple subscriptions from the same Investor will be consolidated so that each
Subscriber receives no more than one incentive Package. These incentive packages
are offered only to Subscribers in this Offering and are non-transferable. All
outstanding incentives will terminate immediately upon a sale or transfer of any
of the shares purchased by a Subscriber in this Offering. In the event of a
future change in control of the Company, continuation of outstanding incentive
discount programs will be subject to the discretion of new management.

$100 Level, Class B Non-Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
25% off one pair of full price shoes per quarter (up to 4 pairs per year)
for two years, or until any of your shares are sold or transferred
(whichever comes first)



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party

$240 Level, Class B Non-Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
40% off one pair of full price shoes per quarter (up to 4 pairs per year)
for two years, or until any of your shares are sold or transferred
(whichever comes first)



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party

$500 Level Class B Non-Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
for three years, or until any of your shares are sold or transferred
(whichever comes first)



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party

- 3 -

$1000 Level, Class B Non-Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
until any of your shares are sold or transferred



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party



Autographed Steven and Lena Bobblehead dolls

$5,000 Level, Class B Non-Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
until any of your shares are sold or transferred



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party



Autographed Steven and Lena Bobblehead dolls



Ability to nominate a charity for Company to
consider supporting

$10,000 Level, Class A Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
until any of your shares are sold or transferred



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party



Autographed Steven and Lena Bobblehead dolls



Ability to nominate a charity for Company to
consider supporting



Invitation to VIP Sushi & Mini-golf event
with Steven & Lena

$50,000 Level, Class A Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
until any of your shares are sold or transferred



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party



Autographed Steven and Lena Bobblehead dolls



Ability to nominate a charity for Company to
consider supporting



Invitation to VIP Sushi & Mini-golf event
with Steven & Lena



2 pairs of shoes made with custom colors chosen
from select palette

- 4 -

$100,000 Level, Class A Voting Common Stock:



Xero Bonus package, including Xero T-Shirt and
Rox Mat



Investor-only access to sale events offering
50% off one pair of full price shoes per quarter (up to 4 pairs per year)
until any of your shares are sold or transferred



Early access to new product launches



Friends & Family sale access



Ability to vote on new styles and colors



Ability to vote on how charitable contributions
are distributed



Invitation to Xero VIP party



Autographed Steven and Lena Bobblehead dolls



Ability to nominate a charity for Company to
consider supporting



Invitation to VIP Sushi & Mini-golf event
with Steven & Lena



2 pairs of shoes made with custom colors chosen
from select palette



Ability to name a shoe (subject to Company
approval)

RISK
FACTORS

The SEC requires that we identify risks that are specific to
our business and financial condition. We are subject to all of the same risks
impacting small, early stage businesses, including risks relating to economic
downturns, political and economic events, and technological developments (such
as hacking and the ability to prevent hacking). Additionally, early-stage
companies are inherently more risky than more developed companies. You should
consider general risks as well as specific risks when deciding whether to invest
in our Company.

Limited operating historyThe Company was incorporated under Delaware law in 2010, and is an
early-stage Company with a limited operating history. As a result, the Company
has many of the risks inherent in a new business enterprise, including products
without a significant history in the market, reliance on a small number of
products, limited manufacturing experience, a lack of established distribution
channels, a small management team, an evolving organizational structure, and
potential undiscovered weaknesses in newly-implemented management information
systems and financial controls.

Undergoing rapid growthDuring the last two years in particular, the Company has experienced
rapid growth, which has made its current operations and its expected future
operations substantially different from its past operating history. Outsourced
manufacturing, distribution, and other providers may not perform as expected,
and transitions to outsourcing fulfillment and other operations may prove more
difficult to manage as we grow.

We depend on a small management teamWe rely primarily on the skill and experience of the co-founders and
a small management team (see Management Team). If we are not able to call on
one of these people for any reason, our growth and/or operations may be
negatively impacted.

Popularity of the Companys footwear products may not
continue to growThe Companys recent growth is
substantially attributable to increased sales of its footwear products, and the
Company expects that sales of footwear products will constitute its principal
business focus for the foreseeable future. The footwear industry is subject to
rapidly changing customer demands, preferences and fashion trends, and the
Companys footwear products may not remain popular or the Company may fail to
develop additional models that appeal to consumers. If that happens, the Company
may experience, among other things, lower sales, loss of customers, excess
inventories, inventory markdowns, and lower margins.

- 5 -

Seasonality of salesThe
footwear industry generally is characterized by significant seasonality of sales
depending on the type of footwear being sold. Due to the growth of the Companys
sales in the recent past, and its forecasted future expansion into new markets
with new products, it is difficult for the Company to estimate the amount of
seasonal variation in sales that it will have in the future. Further, extended
periods of unusually cold weather during the spring or the summer or warm
weather in the fall and winter could reduce demand for certain footwear being
sold by the Company. Unexpected seasonal variations in sales could cause an
adverse impact on the Companys financial results.

The Company faces significant
competitionThe footwear industry is highly
competitive, and the current popularity of lightweight performance footwear will
likely attract increasing levels of competition. Some companies are offering
products that are substantially similar in design and materials to the Companys
products. A number of the Companys competitors have significantly greater
financial resources, more comprehensive product lines, a broader market presence
in retail outlets, a longer operating history, and stronger brand recognition.
Other companies may try to copy the Companys products. If the Company fails to
compete successfully in the future, its sales and profits may decline.

The Class B Common Stock is non-voting; voting control
is presently in the hands of one large stockholderThe Class B Common Stock we are offering is non-voting, so investors
in this class of stock will not be able to influence our policies or any other
corporate matter, including the election of directors, changes to our Companys
governance documents, expanding the employee option pool, and any merger,
consolidation, sale of all or substantially all of our assets, or other major
action requiring stockholder approval.

Stockholders must consent to jurisdiction in Colorado
and binding arbitrationSection 7 of the
Subscription Agreement for this Offering requires investors mediate or arbitrate
any dispute and to consent to the jurisdiction of any state or federal court of
competent jurisdiction located within the State of Colorado. As a result,
investors located outside the State of Colorado may have difficulty bringing any
legal claim against us due to geographic limitations. In addition, any disputes
relating to your investment in the Company will be subject to the results of
binding arbitration, if mediation is not successful.

The Companys website could be
hackedHacks and/or data breaches could lead to
material financial losses, reputational damage, and legal expenses. Credit card
processors could refuse to do business with us if we were to receive a large
number of chargebacks, which can be triggered by fraudulent use of stolen credit
cards. We do not store credit card information and we do our best to safeguard
our systems and assets, but we cannot guarantee that we will be able to
successfully repel future attempts to defraud us or to hack into our customers
data.

Our shoes are not approved medical
devicesOur Company was born out of a trend for
minimalist style footwear. Many people have experienced benefits from wearing
minimalist shoes. Our shoes are not designed, marketed or approved to treat or
cure any injury or condition, but some customers may believe otherwise because
of widespread publicity about peoples experiences with barefoot running and/or
minimalist shoes. Like all footwear, the Companys products may not be suitable
for every customer in light of each persons particular expectations, needs, and
limitations.

Reliance on third partiesThe Company relies on third parties for manufacturing, fulfillment,
marketing and other important business functions. Any disruption in the
Companys relationships with its third party vendors could impact the Companys
financial results. Further, any of the third party vendors may encounter
difficulties that the Company does not now anticipate, such as work stoppages,
natural disasters, capacity constraints, or labor law violations. The Company expects to continue to rely on third
party vendors in the future, and may increase its reliance on them if necessary
to support future growth.

- 6 -

The Company relies on a third-party logistics
companyAll of our products are stored and shipped
by our third-party logistics provider, 3rd Party Fulfillment Services
(3PF), in Denver, CO. If there was a catastrophic event that resulted in a
shutdown of the warehouse facility or damaged goods, we would be unable to ship
orders for a period of time. Additionally, we may be forced to renegotiate our
contract and our rates with 3PF, which could hamper our gross margin and
potentially force us into searching for a new warehousing and fulfillment
partner.

The Company relies on third- party manufacturers who
are outside the United StatesOur products and
supplies are produced by, and purchased or procured from, independent
manufacturing contractors currently located in China. A manufacturing
contractors failure to ship products to the Company in a timely manner or to
meet the required quality standards could cause us to miss the delivery date
requirements of our customers for those items. Due to our overseas production,
our business is subject to the following risks, among others:

-

political and economic instability, including heightened
terrorism and other security concerns, which could subject imported or
exported goods to additional or more frequent inspections, leading to
delays in deliveries or impoundment of goods;

-

imposition of regulations and quotas relating to imports,
including quotas imposed by bilateral textile agreements between the
United States and various foreign countries;

-

imposition of increased duties, taxes and other charges
on imports;

-

significant fluctuation of the value of the dollar
against foreign currencies;

-

labor shortages in countries where contractors and
suppliers are located;

-

a significant decrease in availability or an increase in
the cost of raw materials;

-

restrictions on the transfer of funds to or from foreign
countries;

-

disease, epidemics and health-related concerns, which
could result in closed factories, reduced workforces, scarcity of raw
materials and increased scrutiny or

-

embargoing of goods produced in infected areas;

-

increases in the costs of fuel, travel and
transportation;

-

increases in manufacturing costs in the event of a
decline in the value of the United States dollar against major world
currencies, particularly the Chinese Yuan;

-

higher labor costs being experienced by our foreign
manufacturers in China; and

-

violations by foreign contractors of labor and wage
standards and resulting adverse publicity.

If one or more of these risks limit or prevent us from selling
or manufacturing our products in any significant international market, or
prevent us from acquiring products from foreign suppliers, or significantly
increase the cost of our products, our operations could be seriously disrupted
until alternative suppliers are found or alternative markets are developed,
which could negatively impact our business over time.

Fluctuations in the price, availability and quality of
raw materials could cause delays and/or increased costs, negatively affecting
operating results and our financial conditionFluctuations in the price, availability and quality of raw materials
used in our products could have a material adverse effect on cost of sales or
our ability to meet customer demands. The price and availability of the raw
materials we use may fluctuate significantly, depending on many factors. If
prices increase, we may not be able to pass these costs on to our customers, due
to our competitive price point. This could result in lower gross margins and
could have a significant adverse effect on our business, financial condition,
and operating results. Delays in availability and delivery of raw materials
could result in delays of product deliveries, potentially causing decreased
sales and financial performance.

- 7 -

Potential impact of changes in the economic, legal, or
business environment

Worldwide issues including, but not limited to, those of
exchange rates, overall economic growth, tariffs, tax laws, transportation
costs, privacy related restrictions on the handling of consumer information,
political unrest, Brexit, war, nationalization, changes in the laws of foreign
countries, restrictions on the transfer of funds, deterioration of
infrastructure, nefarious activities of computer hackers, terrorism, natural
disasters, and climate change may adversely affect the financial and operating
performance of the Company.

We may not have adequate liquidityTo date, the Company has bootstrapped its growth using a combination
of debt sources and has not yet accepted any equity financing. While the Company
has five years of established history of on-time loan payments, it may not
always be able to acquire new debt capital or extend maturity dates on its
existing loans. Increases in interest rates may also impact the Companys
ability to use debt as a source of growth capital in the future. Changes in the
economic environment or the Companys performance may make it difficult to
secure future working capital through any means.

There is no current market for the Companys Common
StockThe Company is raising equity capital with a
Regulation A+ Offering. There will be a limited number of holders of its equity
Securities, and there will be restrictions on the sale or transfer of shares
pursuant to right of first refusal provisions in the Subscription Agreement,
making them highly illiquid. No registration rights are being offered at this
time. The Securities offered are only appropriate for an investor who
understands and accepts the nature of an illiquid equity investment in a private
company. Investors should assume that they may not be able to liquidate their
investment for some time, if at all, or pledge their shares as collateral.

We have not undergone an external valuation
processDue to the number of intangible factors
impacting a small, privately held company, the Company has decided not to
undergo a formal valuation process at this time. The stock price in this
Offering is based on approximately 1.3x projected revenues for 2018. Future
valuations and/or sales of stock may occur at a valuation that is lower than the
one used for this Offering.

We could get suedEquity
crowdfunding regulations have only been in place since 2015. The regulations are
still subject to interpretation and aspects have been untested by the courts.
Allowing large numbers of people to invest means there is more risk of an
unhappy person filing a questionable lawsuit against us. We are striving to
comply with Federal crowdfunding laws and all other applicable regulations as
accurately as we can, but there is always a risk we will unintentionally
overlook, omit or misstate something that someone might get upset about.

Bottom line: Although we have been selling our products since
2009 and, excluding non-cash compensation, are EBITDA positive, there are
still significant risks to investing with us. If you cant afford to lose the
money you are considering as an investment, please do not invest it with us.

DILUTION

Dilution means a reduction in value, control or earnings of the
shares of Common Stock the Investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants
options to purchase its shares) to its founders and early employees at a very
low cash cost, because they are, in effect, putting their sweat equity into
the company. When the company seeks cash investments from outside investors,
like you, the new investors typically pay more for the shares than the founders
or earlier investors, which means that the cash value of your stake is diluted.

- 8 -

The Shares of both Class A Voting Common and Class B Non-Voting
Common Stock will be sold in this Offering for $4.00 per share. Pursuant to its
Amended and Restated Certificate of Incorporation, the Company has the authority
to issue up to 20 million shares of Class A Voting Common Stock, up to 10
million shares of Class B Non-voting Common Stock, and up to 10 million shares
of Preferred Stock. In 2010, 6 million Shares of Class A Common Stock were
issued to Lena Phoenix for $56,246. No other shares of Class A or Class B Common
Stock, are outstanding at this time. No shares of Preferred Stock have been sold
or issued to anyone as of the date of this Offering Circular. The Companys
Employee Stock Ownership Plan authorizes up to 1,133,181 options to purchase
Class A Voting Common Stock that may be granted to certain employees pursuant to
the Companys goals. To date, 315,000 options have been granted to one employee
to purchase Class A Voting Common Stock at .83¢ per share. The price at which
other options may be granted to purchase Class A Voting Common Stock will be
determined as of the date of the grant of future options.

USE OF
PROCEEDS TO ISSUER

Since there is no minimum Offering amount, after we pay the
expenses of the Offering, currently estimated to be $150,000, we plan
to allocate proceeds of up to $3,000,000, if the Offering is fully subscribed,
in the following order.

The Company intends to use all proceeds from this Offering to
grow the business. It has no plans to use proceeds towards the compensation of
Officers or Directors. It also has no plans to use proceeds to discharge the
current debt outlined in the Liquidity and Capital Resources section. If less
expensive debt alternatives become available to the Company as a result of the
Offering, a small portion of Offering proceeds may be used towards the costs of
refinancing its current debt at lower rates.

The Company reserves the right to change the above use of
proceeds if management believes its in the best interests of the Company.

DESCRIPTION
OF BUSINESS

Company History

The Co-Founders started the business in 2009 with a website
that sold product under the brand name Invisible Shoes. They incorporated the
current Company in 2010 in the State of Delaware and rebranded the name to Xero
Shoes®.

- 9 -

The Co-Founders have bootstrapped the Company since its
inception, and have not yet accepted any outside equity financing.

The current business to consumer (B2C) online business model
provides a solid foundation for future growth. The Company has developed a
variety of online marketing programs with clearly identifiable and repeatable
ROI results. With additional capital, the management team believes that it can
more rapidly scale its online, B2C business through increased marketing
activity, conversion optimization, and targeted affiliate marketing, as well as
an expanded product line designed to increase average order values (AOV), as
well as lifetime customer value (LTV).

Management also intends to use additional capital to support
its growing retail (B2B) business by bringing in more inventory that can be
sold in season to new store accounts, hiring additional staff to support these
accounts, and expanding its presence at industry trade shows.

The Xero Shoes® Brand

The Company is committed to natural movement. Its shoes are
built on a lightweight, flexible, and thin-but-durable outsole that allow more
foot movement than many traditional shoes. The Companys footwear is also
versatile and can be used for a wide range of activities.

Xero Shoes® Customers

Xero Shoes® appeals to customers in a variety of segments. Its
primary customer demographic is healthy, lifestyle-conscious men and women, ages
25-45, who enjoy outdoor and fitness activities, with higher than average income
and education. The ages of our actual customer base, however, ranges from 4-92.
Approximately 25% percent of our customers reside outside the US.

Marketing

The umbrella concept for the Companys marketing efforts
entails building an inspirational lifestyle brand and solidifying an engaged
community around the Company and its products. Core customer engagement and
interaction is high. Since the inception of Xero Shoes®, a majority of sales
have been generated by word of mouth and online advertising. The Company plans
to further identify, activate, and support brand evangelists, influencers, and
Ambassadors with both online campaigns and in-person events.

Sales

Sales in 2015 and 2016 demonstrate the viability of Xero Shoes®
in the physical retail store market. During this time, retail accounts reported
successful sell-through of the product without point-of-sale material or
marketing support from the Company. In early 2016, the Company hired a senior
sales veteran to accelerate growth in the retail channel, build its
commission-based retail sales rep team, create retail merchandising, and expand
its presence at footwear and outdoor oriented trade shows to reach specialty
retailers. The Company hired a business development veteran in early 2017 to
additionally support these efforts.

In December 2013, Amazon.com approached the Company, reporting
that users were already searching for Xero Shoes® on their platform. The Company
sold product via Amazons Fulfillment by Amazon (FBA) program in 2014, but
pulled product off Amazon in early 2015 when it became clear that demand on its
own website would outstrip supply. With no prompting from the Company, Amazon
paid to advertise the Companys product on 3rd party websites such as
Facebook. Gross sales on the Amazon FBA platform increased 1045% from 2015 to
2016 and accounted for 16% of Xero Shoes® total sales in 2016.

- 10 -

Core Products

Xero Shoes® are simple in concept and contain unique design
features that the Company intends to leverage across all categories.

All shoes feature the Companys exclusive FeelTrue® rubber  a
synthetic rubber compound co-developed with former lead designers from Nike and
Reebok specifically for natural movement footwear. The patented dual-Chevron
tread design provides excellent grip and traction. FeelTrue® rubber is flexible,
resistant to stretching and tearing, and highly abrasion resistant.

Hana/Lena The Companys first closed
toe shoes, the Hana and Lena are canvas casual shoes built on a zero-drop,
flexible, 5.5mm FeelTrue rubber base. The canvas upper has a wide toe box. A
Mens size 9 shoe weighs 8 ounces. The Hana is vegan-friendly with no animal
products in the construction. The washable upper is lined with microfiber. A 2mm
sock liner can be removed for a more minimal feel.

PrioThe Prio is a
multi-purpose athletic shoe built on a zero-drop, flexible, 5.5mm FeelTrue
rubber base. The synthetic upper has a wide toe box. A Mens size 9 shoe weighs
8.6 ounces. The Prio is vegan-friendly with no animal products in the
construction. A 3mm sock liner can be removed for a more minimal feel, and an
extra 3mm liner included with each pair can be added for extra protection.

Z-Trail At 6 ounces for a Mens size
nine sandal, the Z-Trail is a familiar sport sandal style, but with a lower
profile. Custom-developed hardware allows simple tension adjustment. The
polyester webbing is water resistant and fast-drying. The 10mm thick, zero-drop,
tri-layer FeelLight sole is comprised of a BareFoam upper that offers
cushioning, a TrailFoam midsole layer for structure and impact resistance, and
inset FeelTrue® pads located at the abrasion points. The sole is flexible enough
to allow for natural foot motion.

Z-Trek At 6.8 ounces for a Mens size
nine and featuring a thinner sole than the Z-Trail, the Z-Trek sandals sole is
made of 100% FeelTrue® rubber and is 5.5mm thick. The webbing and hardware are
shared with the Z-Trail. The heel cup in the Z-Trek helps keep out debris and
helps maintain proper foot position on the sole.

Venture At 5.8 ounces for a mens size
nine sandal, The Venture uses the same 5.5mm FeelTrue® sole as the Z-Trek
sandal, but with a patent-pending huarache style lacing system. The design
includes a silicone reinforced nylon Achilles strap, and the same heel cup as
the Z-Trek.

Cloud At 4.4 ounces for a mens size
nine sandal, the Cloud is identical in outline to the Venture sandal, but 30%
lighter with a soft, high-elastic BareFoam EVA forefoot bed for additional
comfort and flexibility. It also uses the same patent-pending lacing system as
the Venture. Clouds unique sole design is patented.

DIY (Do-It-Yourself) Sandal KitsThe FeelTrue® kit outsoles come in 11 sizes, two colors, and two
styles: Connect, with a 4mm thick sole and Contact, with a 6mm sole. Customers
select one of 22 lace colors and combine those with one of the sole colors.
Sandals made with the 4mm kit can weigh as little as 2.5 ounces for a mens size
nine.

- 11 -

Custom Made SandalsXero
offers custom-made sandals that are trimmed and laced to match a foot tracing
that the purchaser sends to the Company.

Forthcoming ProductsThe
Company has multiple new products in development, including lightweight boots
and additional casual shoes for Fall/Winter 2017; a hybrid sandal, casual shoes
and casual sandals for Spring/Summer 2018.

Competition

The athletic footwear industry is concentrated, with large
brands that represent a significant portion of industry sales. Many brands are
owned by large conglomerates that are active in other shoe types and a wide
range of industries. The largest companies involved in athletic footwear include
Nike, Inc., Sketchers, Adidas AG, V.F. Corporation, E. Land World, Ltd., Puma
SE, ASICS, Ltd. New Balance Athletic Shoe Company, Inc. and Wolverine Worldwide,
Inc.

Some of the companies listed above produce minimalist footwear
which is designed to provide for a feel of the ground and to allow for more
natural movement. Examples of competitors products include the Nike® Free,
Merrell® M-Connect and Barefoot, Vibram FiveFingers®, VIVOBAREFOOT (Terra Plana)
and Luna Sandals.

Competitive Positioning

Xero Shoes® enjoys a unique position. Key differentiators
include:



Durability - the FeelTrue soles have a
5,000-mile sole warranty



Ultra-lightweight construction



Flexible soles that make Xero Shoes® and
sandals easily packable, as well as allowing natural foot motion and
ground feel while still offering protection for the foot



Versatility - the same product can be worn for
action sports or casual use



Simple and secure lacing and tensioning systems
that allow a personalized fit for comfort, including a patent-pending
lacing system in the the Cloud and Venture sandals



Unique and elegant look on the foot that can be
customized by the wearer



Design originating from the needs of its
competitive athlete co-founder that is true to the heritage of Tarahumara
huaraches sandals



Core product design that does not require a
redesign each year



Competitive price point

Intellectual Property

FTWI has registered 14 trademarks and applied for 12 additional
marks in the US and internationally. There is no guarantee that these additional
marks will be registered. Successful registrations to date include Australia,
Canada, Japan, South Korea, South Africa and Singapore. The Company has 113
registered domain names.

The Company holds 2 design patents covering its tread design
and Cloud sole. A utility patent is pending for its unique huarache-style lacing
system.

- 12 -

Manufacturing

The Company has developed its own unique footwear designs and
has these designs manufactured in China. It has a contract for this
manufacturing with an established, respected, US-based agent with over 27 years
of manufacturing experience in Asia. The Company submits a purchase order for
finished goods to the agent, and the agent is responsible for all facets of
production. The Company purchases shoe components as well as ready-to-wear
footwear, however, these components are resold without modification to end users
who make their own shoes from them, so these components are finished for resale
when the Company acquires them.

Upon completion of production, the Company pays the agent for
the finished goods, accepting ownership of all inventory and all fully
associated risk and reward, establishing the Company as a principal for
accounting purposes.

International Distribution

To best serve the global customer base, the Company intends to
engage select international distributors in 2017 and beyond. It currently has
distribution partners in Japan and Australia that will be selling products in
2017, along with an independent retailer in the UK who sells products through
www.Xeroshoes.co.UK.

DESCRIPTION
OF PROPERTY

The Company operates out of a leased, 7,300 sq. ft. facility in
a corporate office park in Broomfield, Colorado, which contains offices for the
management team and staff (12 employees), a warehousing area, and storage. The
facility is leased through December of 2019.

We own no significant plant or equipment in the US aside from
staff computers and inventory. Our main capital asset is our steel footwear
production molds, which are stored in China.

All of our production is done by third-party suppliers that
operate in China. We purchase our products from an independent manufacturing
agent. We do not own or operate any production facilities, though we do make
custom sandals at our Broomfield location.

Warehousing of finished product is done by our third-party
logistics provider, 3rd Party Fulfillment Services (3PF), at their
warehouse and office facilities in Denver, CO. All outbound orders are processed
at the 3PF facility, and all returns are processed at the Company headquarters.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTSOF OPERATIONS

Management Projections

Based on the Companys best understanding of sales trends, new
product launches and market conditions, projections for 2017 and 2018 are listed
below. These projections are based on the following assumptions:

Management expects its well-tested online channel to continue
to grow at a steady pace. Gross sales in this channel (which includes Amazon
FBA) increased 83% in 2015 and 87% in 2016 despite the Companys small number of
styles, low price points, limited seasonal sales, and modest marketing budget.
The Company believes that the combination of line expansion into higher cost,
year-round products, increased marketing spend, and growing brand awareness will
make its growth targets of 101% for 2017 and 115% for 2018 in this channel
achievable.

- 13 -

Management also expects significant growth in the B2B channel
through adoption of Xero Shoes® by both key accounts and independent retailers.
In 2015, the Company sold $239,030 of product to wholesale accounts and $23,810
to international distributors. In 2016, sales to wholesale accounts increased
34.7% to $321,982, and sales to international distributors increased 875%, to
$232,170.

Despite very limited sales staff in 2016, the Companys
wholesale channel sold product in 61 retail accounts (doors), with average sales
of $5,280 per door. Expanding the product line from sandals only, sold primarily
during spring and summer, to include shoes and boots that can be sold year-round
is expected to double annual per door sales to $10,560. The Companys addition
of new inside sales staff is expected to help it open new accounts at a faster
rate, while also better servicing existing accounts to increase per door sales.
Based on these factors, the Company believes it can meet its projected 2017
wholesale target with a total of 200 wholesale accounts.

For 2018, the Company anticipates its per-door sales average may grow 20%, to
$12,672 through increased brand awareness and the continued addition of new
products at higher average price points. The retail price range of the Companys
current sandal line is $40-$80, whereas its existing shoes and planned boots are
priced between $80-$120.

The Company believes its 2018 wholesale projection target can be achieved with
placement in 876 doors. This door target reflects managements expectation of
increased adoption by more indepentent retailers as well as entry into one or
more national chains. In mid-2016, the Company hired a senior footwear sales
veteran to target key national accounts. He and his sales team are currently in
active discussions about test orders with 5 key accounts that collectively total
1,500 potential new doors. Because of the long lead time in the buying cycle of
large chains, management does not expect significant adoption in this channel
prior to 2018. While space in these key accounts is competitive and there is no
guarantee we will close a key account 2018, the recent addition of two other
footwear veterans to our sales team has enabled us to simultaniously work
towards gaining wider placement in the 8,000* independent specialty footwear
retailers in the country. Management believes this multi-pronged approach gives
it a high likelihood of achieving its target of 876 doors in 2018.

Management has projected its future operating expenses by
comparison to the actual expenditures incurred by public companies in the
footwear industry. Based on these comparsions, the Companys product margins are
in line with industry standards. The Company expects its EBITDA margins to
remain at or better than industry averages due to the high margins provided by
its strong online business as well as the Companys commitment to efficient
expense management.

Though management has used its current best understandings and
practices to develop these projections, please remember that these are estimates
of potential future revenue and income. There is no guarantee the Company will
achieve these projections within the stated time frame or at all.

*Statistic courtesy of the National Shoe Retailers Association,
http://nsra.com

2017

2018

Revenue

Online Sales

4,393,622

9,446,285

Sales to Int. Distributors

537,549

806,324

Sales to Retailers

2,116,286

11,110,502

Total Sales

7,047,457

21,363,111

- Sales
Growth %

159%

203.1%

Gross Profit

Cost of Goods Sold

3,275,310

10,160,136

Gross Profit

3,772,147

11,202,975

- Gross
Profit %

53.5%

52.4%

Operating Expenses

Sales &
Marketing

1,166,114

2,135,380

Research & Development

103,000

320,307

Operations

121,216

1,067,690

General & Administrative

1,090,050

2,775,993

Total

2,480,380

6,299,370

EBITDA

1,291,767

4,894,289

- EBITDA Margin %

18.3%

22.9%

Depreciation

76,912

79,940

Amortization

3,540

3,545

Earnings Before Taxes

967,848

4,548,065

Taxes

430,971

1,773,745

Net Income

536,877

2,774,320

Current
Operating Results

Gross revenue for 2014 was $772,382. In 2015, gross revenue was
$1,427,521, an increase of 84.8% . This increase in sales was driven by the
launch of a new product that was higher in price and appealed to new consumers
in the outdoor segment, as well as from receiving larger orders in the
distributor and wholesale channels.

- 14 -

Gross margins for 2014 were 56.9% and were 52.2% in 2015. This
slight decrease in gross margins is a result of a higher percentage of sales
coming from the distributor and wholesale segments. The Company sets pricing
based on keystone margins, with product margins in the wholesale/distribution
channel ranging from 43-57% and in the direct-to-consumer channel from 74-87%.

The Company experienced a loss from operations for 2014 of
$153,401. This loss was driven by a delay in production that limited the
Companys sales window for 2014.

In 2015, income from operations was $102,175, with an EBITDA
margin of 9.3% . The Company was able to increase its profitability during this
time by selling higher priced products, having more inventory on hand to sell,
and receiving the full benefit of existing overhead expenses. It was also
profitable despite a one-time write down of early versions of inventory that no
longer reflected the current state of the brand.

Non-audited statements for 2016 show the Companys sales continuing to grow,
with $1,323,181 in sales for the six months ending June 30, 2016. Total revenue
for 2016 is currently estimated to be $2,732,000, with an estimated EBITDA
margin for the year of 8.5%

The slight decline in EBITDA margin is due to a one-time stock
option grant given to a key employee who had worked for 45 months at a pay rate
that was significantly below market. Management considers this fully vested
stock option grant to be a unique event and has no plans to issue any further
grants of this size. Though it has established an Employee Stock Option Plan and
reserved additional shares for this plan listed in the Securities Offered
section, it has no current plans or agreements to issue any stock option grants
during the course of this offering.

Excluding the above non-cash compensation from this unique
event, the Companys EBITDA margin for 2017 is currently estimated to be 10.5%
. The Company is referencing this number for comparison purposes, but maintains
one set of financial statements prepared in accordance with GAAP and manages its
business based on these GAAP financial statements.

Management expects to continue the trend of increased sales
through:

-Continued expansion of the product line. The Company has
established a brand identity around its flexible, durable sole that it is
adapting for multiple lines of new products, including closed-toe shoes and
boots in both athletic and casual styles. Closed-toe shoes are also allowing the
Company to shift from primarily spring/summer sales to year-round sales.

-Additional product price points. The Companys products
currently range in price from a $25 sandal kit to a $90 closed-toe shoe. New
performance and leather products will provide more products at multiple price
levels for our customers, including over $100. Ancillary products, including
branded clothing, are planned to support increased Average Order Value (AOV).

-Continued online customer acquisition. The Company built its
75,000+ customer base primarily through organic search, word of mouth, and an
appearance on Shark Tank in 2013. Its existing customers provide an immediate
audience for any new product launch. Marketing plans include continued
cultivation of these existing customers and their word-of-mouth referrals,
grass-roots marketing campaigns, and targeted paid customer acquisition. New
customers have been acquired via paid advertising for $12-$18 apiece.

- 15 -

-Greater expansion into the wholesale and distribution
channels. Line growth from sandals to multiple footwear styles has increased the
desirability of the Companys products for brick and mortar stores. The Company
has recently hired a VP of Sales and Marketing with established key account
relationships to grow this type of account. Due to the sheer size of this
channel, this is where Management expects the greatest growth potential to be in
the immediate future.

The Companys operating expenses consist of payroll, product
development, sales and marketing costs (including trade shows and online
advertising), and general and administrative expense (including rent, insurance,
accounting and legal fees). As part of this Regulation A Offering of Common
Shares, the Company is required to file semi-annual and annual reports with the
SEC, as well as current event updates, going forward.

Outside of inventory and fulfillment costs, the Companys
largest expenses are payroll and sales and marketing. The 84.9% sales increase
between 2014 and 2015 was achieved with an 8.1% increase in payroll and a 3.1%
increase in sales and marketing. Both expense categories will grow at a
significantly faster pace in 2016 as the Company invests in customer
acquisition, trade shows and staffing infrastructure. Additional sales and
marketing will also be focused on ROI-proven targeted advertising. Planned staff
hires include additional operations, production and technology staff, as well as
inside sales and customer service team members.

Liquidity and Capital Resources

Excluding non cash-compensation, the Company had positive
EBITDA margins in 2015 and 2016, and projects that it will continue to have
positive EBITDA margins the foreseeable future. It has not yet taken outside
equity financing. The Company has used debt to help it grow, using this debt
primarily to invest in the production molds required for new products, to
increase the amount of inventory on hand to sell, to bring in inventory for new
styles, and for working capital. In 2016, it used funds from its Newtek and
Mettle loans to bring in two new styles of shoe and spend $95,000 on production
molds.

The Companys current debt consists of:

Loan from Newtek Small Business Finance The Company
obtained a $519,000 SBA loan from Newtek with an interest rate of prime +2.75%
in September of 2014. The loan is fully amortized over 10 years.

Loan from Mettle Ventures, LLC The Company obtained
a $600,000 interest-only line of credit from Mettle Ventures in November of
2015. The interest rate is 14% and the Company pays monthly, interest-only
payments on the outstanding balance. Though the initial due date on this line of
credit was April of 2017 and this balloon payment is reflected in the June 30,
2016 interim financial statements, this line of credit was amended after June
30, 2016 to extend the due date to April 25, 2019, when it is due in full. As of
June 30, 2016, the balance on this line of credit was $400,000, with $200,000 in
available liquidity.

Loan from Genlink Capital, LLC The Company received
a $900,000 loan from Genlink capital in November of 2016. The interest rate is
14% and the Company pays monthly, interest only, payments on the outstanding
balance. This loan also has a due date of April 25, 2019, at which time it is
due in full.

Miscellaneous Financing The Company utilizes other
financing tools on a revolving basis, including:

-$35,000 US Bank line of credit; interest rate of 7.5% as of
6/30/16 -$25,000 US Bank credit card; 0% interest rate as of 6/30/16

The balance on these miscellaneous financing sources was
$83,590 as of 6/30/16, with approximately $75,000 in available liquidity as of
that date. Monthly payments are made on these balances.

The balances on the Companys debt tend to increase in the
winter and summer as it purchases and stores inventory for the coming selling
season. Throughout 2014, 2015 and 2016, the Company found that it sold out of
certain key models and styles during the early and high season, limiting overall
sales and, in particular, sales to wholesale accounts which required in-season
fill in of initial orders. To take advantage of the entire online selling season
and ensure successful expansion into the wholesale channel, the Company has
chosen to increase the advance purchase of inventory relative to sales as
liquidity permits it to do so, resulting in fluctuations in inventory measures.
Because the Companys shoes are designed to be perennial, styles do not need to
be automatically closed out at the end of a season, though the Companys list of
75,000+ dedicated customers enables it to do so if a reason arises.

As the Company grows, it anticipates receiving pre-book orders
from key accounts, enabling it to better forecast its in-season inventory
requirements. Larger accounts will also enable the Company to schedule multiple
productions in season due to the increased ability to meet product minimums. In
anticipation of new key accounts, the Company has prepared relationships with
purchase order and accounts receivable financing companies who can provide
financing for large orders from accounts with good credit.

As of June 30, 2016, the Company has a total of approximately
$275,000 in available credit from existing debt sources. As of December 31,
2016, available liquidity from these sources had increased to approximately
$420,000. It has an established history of fulfilling all of its loan
obligations on time.

The Company plans to continue using free cash from operation
and debt financing to facilitate its growth. It is not dependent upon the
proceeds of this Offering to continue operations, but anticipates that a
successful Offering will reduce the Companys need to raise future debt capital
to continue its expansion into new product lines.

Trend Information

Excluding non-cash compensation, the Company is currently
experiencing positive EBITDA margins and expects to reach EBITDA margins in the
20%+ range by 2018. Sales are projected to continue to increase, with the
largest growth potential in the wholesale/distribution markets. Though product
margins are expected to decline as wholesale/distributor sales increase, overall
sales growth, combined with the Companys robust direct-to-consumer online
store, show the ability to maintain 20+% EBITDA margins indefinitely.

Seven years of experience have taught management key lessons
for building the brand and maintaining its DNA as its product line grows. A
recession-era start and an operating history funded by debt have established
managements commitment to measured spending and carefully considered product
line expansion.

Net income is currently impacted by the high cost of some of
the Companys existing debt, but net income is projected to increase as higher
sales provide access to conventional lenders (such as banks) which offer lower
interest rates. Management anticipates being able to fund its growth out of cash
flow within three to five years.

DIRECTORS,
EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

- 17 -

Name

Position

Age

Board Role & Term of Office**

Steven Sashen*

Chief Executive Officer

54

Indefinite, appointed December 2010

Lena Phoenix*

Chief Operations Officer and Chief Financial
Officer

48

Indefinite, appointed December 2010

Dennis Driscoll

Chief Product Officer

67

Hired 9/2012; contracted through March 25, 2019

Emilio Torres

VP, Sales & Marketing

48

Hired 4/2016; employment at will

Suze Bragg

VP, Business & Investor Relations

47

Hired 8/2016; employment at will

Melissa Page

Business Development Director

49

Hired 1/2017; employment at will

* Steven Sashen and Lena Phoenix are married.

** In August of 2014, John McCarvel signed a term sheet to
invest in the Company and join its Board of Directors. Due to changes in Mr.
McCarvels availability, this investment was not completed and there are
currently no plans to have Mr. McCarvel join the Companys Board.

Steven Sashen, 54, Co-founder/CEO/Board Member. Steven
the Companys strategic and marketing visionary. His diverse background includes
creating Scriptware, word processing software for film and TV writers, and
working professionally as a stand-up comedian and Emmy award-winning television
personality. He has created numerous instructional, educational, and comedic
videos for the Company that have received over 2 million views and helped
establish the brands authenticity and personality. He is a Masters All-American
sprinter. Steven has a BS from Duke University and an MFA from Columbia
University.

Lena Phoenix, 48, Co-founder/COO/CFO/Board Member/Board
Chairwoman. Lena oversees financial strategy, human resources and
operations. A fourth-generation entrepreneur, she previously founded and sold a
mortgage company, Preferred Capital, LLC. Since that sale, she has served as
President of a management, internet marketing and publishing company, and
managed operations for a housing cooperative. She is also an award-winning
author. Lena attended Reed College and holds a BA from Naropa University.

Dennis Driscoll, 67, Chief Product Officer. Dennis was
previously the Global Design Director for Crocs, a billion dollar per year
public footwear corporation, where he managed all of the new product designers.
Dennis was one of four founders of Avia Athletic Footwear, which grew to $500
million in revenue and was acquired by Reebok. He has held senior positions at
Converse, Wilson Sporting Goods, Doc Martens Footwear, and Osaga Athletic
Footwear.

Emilio Torres, 48, VP, Sales & Marketing. Emilio
previously served as Director of Sales Operations at Crocs, where he started as
the 18th employee. He was a key player in building out that companys
sales, marketing and customer service teams to help grow Crocs domestic sales
from $2 million to $625 million. Before Crocs, Emilio owned and operated Oilme
Bikes & Boards, which he grew from start-up to $1.5 million in revenue with
global reach via a world-class, international professional cycling team. Most
recently, Emilio founded The Association of Slackline Professionals, through
which he has helped grow the sport by creating an interactive half-time show in
the 2012 Super Bowl featuring Madonna.

- 18 -

Suze Bragg, 47, VP, Business & Investor Relations.
Suze joined Xero Shoes® after serving as the Operations Officer and the
Board Treasurer for Food Rescue Alliance. Prior to this, she held positions as
the chief strategist for a financial firm, operations and compliance director
for a nonprofit climbing organization, and marketing & community relations
for Whole Foods Market. Suze was on the first Internet Project Office team at
IBM, created the first digital marketing roles at Sealy Posturepedic and at Reed
Elsevier in the Reed Business Retail Group, plus held senior marketing positions
for successful tech startups. Suze has completed Masters certificates at George
Washington University and Duke University, and holds a Bachelor Degree from
Appalachian State University.

Melissa Page, 49, Business Development Director. Melissa
has more than twenty years of experience in big brand management. Most recently,
she served as Director of Retail and Operations for the Henley Vaporiums in New
York City. Her reach within Henley extended from product development and
placement to store design and build out to retail marketing and staff
management. Previously, Melissa has played a leadership role in helping to
establish and grow the retail and wholesale businesses for J. Crew, Levi
Strauss, Hawaiian Tropic and Wenger - Maker of the Genuine Swiss Army Knife. She
holds a BA from Boston University.

COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ending December 31, 2016 estimated
compensation for our three highest-paid executive officers as follows:

Name

Capacities in which compensation was
received

Cash compensation ($)

Other composition ($)  stock
options, etc.

Total compensation ($)

Steven Sashen

CEO

$66,884

n/a

$66,735

Lena Phoenix

COO/CFO

$66,884

n/a

$66,735

Dennis Driscoll

Chief Product Officer

$53,817

315,000 stock options*

$56,165

*Dennis Driscoll was granted 315,000 fully vested stock options
at a strike price of $.83 per share in May of 2016. He has not yet exercised any
of these options We do not compensate our directors for attendance at meetings.
We reimburse our officers and directors for reasonable expenses incurred during
the course of the performance of their duties.

SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

- 19 -

Title of Class*

Name and address of
beneficial owner

Amount and nature
of beneficial
ownership

Amount and nature
of beneficial
ownership
acquirable

Percent of class

Class A Voting Common Stock

Lena Phoenix, 100 Technology Drive, Suite
315, Broomfield, CO 80021

6,000,000 shares held directly.

100%

*Class B Common Stock and Preferred Stock  No shares of Class
B Non-Voting Common Stock or Preferred Stock are outstanding as of the date of
this Offering Circular.

INTEREST OF
MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

J4J Branding, LLC, a Company owned by Vice President of Sales,
Emilio Torres, is an independent retailer of Xero Shoes®. J4J Branding purchases
product from the Company at the Companys standard wholesale price of 50% off of
MSRP and sells them at events and through shopping mall & other kiosks. J4J
Branding began these purchases in April of 2016 and purchased $17,161 worth of
product during 2016.

SECURITIES
BEING OFFERED

General

The Company is offering Class A Voting Common Stock and Class B
Non-Voting Common Stock to investors in this Offering, depending upon the amount
of the investment the Investor desires to make.

The following description summarizes important terms of our
capital stock. This summary does not purport to be complete and is qualified in
its entirety by the provisions of our Amended and Restated Certificate of
Incorporation and our Amended and Restated Bylaws, copies of which have been
filed as Exhibits to the Form 1-A Offering Statement. Please review these
documents for a complete description of our capital stock, as well as applicable
provisions of the Delaware General Corporation Law.

Our authorized capital stock consists of 30,000,000 shares of
Common Stock, $0.0001 par value per share, of which 20,000,000 shares are Class
A Voting Common Stock and 10,000,000 shares are Class B Non-Voting Stock.
10,000,000 Shares of Preferred Stock are also authorized, but none has been
issued to date.

The Company will sell up to 500,000 shares of Class A Voting
Common Stock and up to 250,000 shares of Class B Non-Voting Common Stock in this
Offering for $4.00 per share.

Dividend Rights

The payment of dividends, if any, in the future is at the
discretion of the Board of Directors and will depend on, among other things,
earnings, capital requirements, and financial condition, as well as other
relevant factors. The Company has not paid dividends and does not anticipate
paying dividends in the near future as it intends to follow the policy of using
retaining earnings, if any, to finance the development and expansion of the business.

- 20 -

Voting Rights

The 250,000 shares of Class B Non-Voting Common Stock do not
have any voting rights except as required under law. Generally, this means that
the holders of the Class B Non-Voting Common Stock may vote if any proposed
amendments to the powers, preferences or special rights of the Class B
Non-Voting Common Stock would affect them adversely, but will not adversely
affect the holders of other classes of Common Stock.

Right to Receive Liquidation Distributions

In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, holders of both classes of Common
Stock will be entitled to be paid out of the assets of the Company available for
distribution to its stockholders.

Rights and Preferences

Holders of the Company's Common Stock have no preemptive,
conversion, or other rights, and there are no redemptive or sinking fund
provisions applicable to the Company's Common Stock.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The Company is offering up to 500,000 shares of Class A Voting
Common Stock, and up to 250,000 shares of Class B Non-Voting Common Stock, each
for $4.00 per share. Subscriptions of less than $10,000 will be only for Class B
Non-voting Common Stock. No existing security holders are selling shares as a
part of this offering.

The Company is not paying commissions to a placement agent or
discounts to an underwriter or broker. The Company expects to pay an estimated
$150,000 in filing, legal, accounting, advertising, portal, escrow, transfer
agent and other administrative expenses related to this Offering.

The Company plans to market this Offering primarily through
digital and telephone communications with its existing list of 75,000 customers.
The Company will also be promoting the Offering through public relations and
social media advertising. The anticipated costs of promotion are included in the
Companys estimated total expenses set forth above.

Investors Tender of Funds

After the Offering has been qualified by the SEC, the Company
will review Subscriptions and accept funds to purchase the Common Stock offered.
Investors will be required to subscribe to the Offering pursuant to the terms of
the Subscription Agreement and agree to the terms of the Subscription Agreement
online (a copy of which has been filed as an Exhibit to the Offering Statement
on Form 1-A). The Subscription Agreement requires a representation by each
Investor that, if the Investor is not an Accredited Investor under securities law, Investor is
investing an amount that does not exceed the greater of 10% of Investors annual
income or 10% of Investors net worth (excluding Investors principal
residence.) In addition, Investors will be required to offer the Company a first
right to repurchase its shares pursuant to the terms of any bona fide offer from
a third party after its Subscription has been accepted.

- 21 -

The Company will review the Subscription after funds are
tendered and accept or reject, in its sole discretion, within 30 days of each
Subscription. Funds from accepted Subscriptions will be made available to the
Company immediately. Funds from rejected Subscriptions will be returned to the
Subscriber within 30 days following notice of rejection.

We have audited the accompanying financial statements of Feel
The World, Inc., which comprise the balance sheets as of December 31, 2015 and
2014, and the related statements of operations, changes in stockholders equity
(deficiency), and cash flows for the years then ended, and the related notes to
the financial statements.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair
presentation of these financial statements in accordance with accounting
principles generally accepted in the United States of America; this includes the
design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of financial statements that are free from
material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatements.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entitys preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entitys internal control. Accordingly, we
express no such opinion. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Feel The
World, Inc. as of December 31, 2015 and 2014, and the results of its operations
and its cash flows for the years then ended, in accordance with accounting
principles generally accepted in the United States of America.

See Independent Auditors Report and accompanying notes, which
are an integral part of these financial statements.

- 27 -

FEEL THE WORLD, INC.

BALANCE SHEETS

For the years
ended December 31, 2015 and 2014

Stockholders Equity (Deficiency)

Preferred stock, $0.0001 par, 5,000,000 shares
authorized, 0 shares issued and
outstanding as of each December 31, 2015 and 2014.

0

0

Common stock, $0.0001 par, 10,000,000 shares authorized,
6,000,000 shares issued and outstanding as of
each December 31, 2015 and 2014.

600

600

Additional paid-in capital

55,646

55,646

Accumulated deficit

(184,548

)

(361,154

)

Total
Stockholders Equity (Deficiency)

(128,302

)

(304,908

)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)

$

1,146,607

$

613,363

See Independent Auditors Report and accompanying notes, which
are an integral part of these financial statements. - 28 -

FEEL THE WORLD, INC.

STATEMENTS OF OPERATIONS

For the years
ended December 31, 2015 and 2014

2015

2014

Net revenues

$

1,427,521

$

772,382

Cost of goods sold

681,936

333,041

Gross Profit

745,585

439,341

Operating Expenses:

General &
administrative

414,389

416,380

Sales
& marketing

154,586

149,462

Research &
development

40,506

25,780

Operations

33,929

1,120

Total Operating Expenses

643,410

592,742

Income / (Loss) from Operations

102,175

(153,401

)

Other Income / (Expense):

Interest
income

193

0

Interest expense

(70,533

)

(58,008

)

Total Other Income / (Expense)

(70,340

)

(58,008

)

Income / (Loss) Before Income
Tax

31,835

(211,409

)

Income Tax Benefit

144,771

0

Net Income / (Loss)

$

176,606

$

(211,409

)

Weighted-average vested
common shares outstanding

-Basic
and Diluted

6,000,000

6,000,000

Net loss per common share

-Basic and Diluted

$

0.03

$

(0.04

)

See Independent Auditors Report and accompanying notes, which
are an integral part of these financial statements.

- 29 -

FEEL THE WORLD, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(DEFICIENCY)

For the years
ended December 31, 2015 and 2014

Preferred Stock

Common Stock

Number of

Number of

Additional Paid-

Total Stockholders Equity

Shares

Amount

Shares

Amount

In Capital

Accumulated Deficit

(Deficiency)

Balance at January 1, 2014

-

$

-

6,000,000

$

600

55,646

$

(149,745

)

$

(93,499

)

Net loss

-

-

-

-

-

(211,409

)

(211,409

)

Balance at December 31,2014

-

-

6,000,000

600

55,646

(361,154

)

(304,908

)

Net loss

-

-

-

-

-

176,606

176,606

Balance at December 31, 2015

-

$

-

6,000,000

$

600

$

55,646

(184,548

)

$

(128,302

)

See Independent Auditors Report and accompanying notes, which
are an integral part of these financial statements.

- 30 -

FEEL THE WORLD, INC.

STATEMENTS OF CASH FLOW

For the years
ended December 31, 2015 and 2014

2015

2014

Cash Flows From Operating
Activities

Net Income/(Loss)

$

176,606

$

(211,409

)

Adjustments to reconcile net
income/(loss) to net cash

Depreciation and Amortization

34,658

21,659

Income Tax Benefit

(144,771

)

-

Changes in operating assets and liabilities

(Increase)/Decrease in inventory

(344,446

)

(1,774

)

(Increase)/Decrease in collateral deposit

(193

)

(75,000

)

(Increase)/Decrease in prepaid
expense

418

(3,587

)

(Increase)/Decrease in deposits

1,700

(3,500

)

(Increase)/Decrease in accounts
payable

16,793

(845

)

(Increase)/Decrease in accrued expenses

627

(1,360

)

(Increase)/Decrease in customer
deposits

64,728

17,495

(Increase)/Decrease in sales tax liability

163

(68

)

Net Cash Used in Operating
Activities

(193,717

)

(258,389

)

Cash Flows From Investing
Activities

Cash paid for property and equipment

(69,893

)

(44,440

)

Net Cash Used in Investing
Activities

(69,893

)

(44,440

)

Cash Flows From Financing
Activities

Advances/(repayments) from related parties,
net

(15,675

)

38,685

Proceeds from deferred lease
payable

6,425

-

Proceeds from line of credit

300,000

300,000

Proceeds from issuance of
term loan

-

519,000

Net principle payments on term loans

(37,558

)

(489,312

)

Net Cash Provided by Financing
Activities

253,192

371,373

Net Change in Cash

(10,418

)

68,544

Cash at Beginning of Period

347,839

279,295

Cash at End of Period

$

337,421

$

347,839

See Independent Auditors Report and accompanying notes, which
are an integral part of these financial statements.

- 31 -

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

NOTE 1: NATURE OF OPERATIONS

Feel The World, Inc. (the Company), is a corporation
organized December 17, 2010 under the laws of Delaware. The Company sells
footwear to retailers and direct to consumers.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to
accounting principles generally accepted in the United States of America (GAAP).

The Company adopted the calendar year as its basis of
reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Companys cash and cash equivalents in bank deposit
accounts, at times, may exceed federally insured limits. As of December 31, 2015
and 2014, the Companys cash balances exceeded FDIC insured limits by $87,368
and $97,787, respectively.

Inventory

Inventory is stated at the lower of cost or market and
accounted for using the weighted average cost method. The inventory balances as
of December 31, 2015 and 2014 consist of products purchased for resale and any
materials the Company purchased to modify the products. The Company has
outsourced the warehousing and fulfillment of its inventory to a third
party.

Accounts Receivable

The Company assesses its receivables based on historical loss
patterns, aging of the receivables, and assessments of specific identifiable
customer accounts considered at risk or uncollectible. The Company also
considers any changes to the financial condition of its customers and any other
external market factors that could impact the collectability of the receivables
in the determination of the allowance for doubtful accounts. The Company has no
accounts receivable or associated allowances on such as of December 31, 2015 and
2014.

Property and Equipment

Property and equipment are recorded at cost.
Depreciation/amortization is recorded for property and equipment using the
straight-line method over the estimated useful lives of assets. The Company
reviews the recoverability of all long-lived assets, including the related
useful lives, whenever events or changes in circumstances indicate that the
carrying amount of a long-lived asset might not be recoverable. The balances at
December 31, 2015 and 2014 consist of footwear manufacturing assets and
equipment assets with 3-7 year lives. Capital assets as of December 31, 2015 and
2014 are as follows:

See accompanying Independent Auditors Report

-32-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

2015

2014

Footwear molds

$

170,687

$

130,494

Footwear lasts

2,700

-

Furniture and Equipment

3,596

3,596

176,983

107,090

Accumulated Depreciation

(89,132

)

(54,474

)

Property and Equipment, Net

$

87,851

$

52,616

Depreciation Expense

$

34,658

$

21,659

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) guidance
specifies a hierarchy of valuation techniques based on whether the inputs to
those valuation techniques are observable or unobservable. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs
reflect market assumptions. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurement) and the lowest priority to unobservable inputs (Level 3
measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in
active markets for identical assets or liabilities that the reporting entity has
the ability to access at the measurement date. Level 1 primarily consists of
financial instruments whose value is based on quoted market prices such as
exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly (e.g., quoted prices of similar assets or
liabilities in active markets, or quoted prices for identical or similar assets
or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the
asset or liability. Financial instruments are considered Level 3 when their fair
values are determined using pricing models, discounted cash flows or similar
techniques and at least one significant model assumption or input is
unobservable.

The carrying amounts reported in the balance sheets approximate
their fair value.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence
exists of an arrangement with the customer reflecting the terms and conditions
under which products or services will be provided; (2) delivery has occurred or
services have been provided; (3) the fee is fixed or determinable; and (4)
collection is reasonably assured. The Company typically collects revenue upon
sale and recognizes the revenue when the item has shipped. Sales tax is
collected on sales in Colorado and these taxes are recorded as a liability until
remittance. Liabilities are recorded for store credit issued to wholesale
customers.

Merchant Account Fees

The Company includes credit card merchant account fees as cost
of goods sold in the statement of operations. As of December 31, 2015 and 2014,
the Company had merchant account fees of $33,991 and $15,514, respectively.

See accompanying Independent Auditors Report

-33-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

Income Taxes

The Company uses the liability method of accounting for income
taxes as set forth in ASC 740, Income Taxes. Under the liability method,
deferred taxes are determined based on the temporary differences between the
financial statement and tax basis of assets and liabilities using tax rates
expected to be in effect during the years in which the basis differences
reverse. A valuation allowance is recorded when it is unlikely that the deferred
tax assets will not be realized. The Company assesses its income tax positions
and records tax benefits for all years subject to examination based upon our
evaluation of the facts, circumstances and information available at the
reporting date. In accordance with ASC 740-10, for those tax positions where
there is a greater than 50% likelihood that a tax benefit will be sustained, our
policy will be to record the largest amount of tax benefit that is more likely
than not to be realized upon ultimate settlement with a taxing authority that
has full knowledge of all relevant information. For those income tax positions
where there is less than 50% likelihood that a tax benefit will be sustained, no
tax benefit will be recognized in the financial statements.

Net Earnings or Loss per Share

Net earnings or loss per share is computed by dividing net
income or loss by the weighted-average number of common shares outstanding
during the period, excluding shares subject to redemption or forfeiture. The
Company presents basic and diluted net earnings or loss per share. Diluted net
earnings or loss per share will reflect the actual weighted average of common
shares issued and outstanding during the period. There are no dilutive items
outstanding as of December 31, 2015 and 2014, and therefore basic and diluted
earnings per share are the same for each period presented.

NOTE 3: STOCKHOLDERS EQUITY (DEFICIENCY)

Capital Stock

The Company authorized 10,000,000 shares of common stock and
5,000,000 shares of preferred stock at $0.0001 par value as of each December 31,
2015 and 2014. As of each December 31, 2015 and 2014, 6,000,000 shares of common
stock were issued and outstanding, and zero shares of preferred stock were
issued and outstanding.

NOTE 4: LONG-TERM BUSINESS LOANS

On August 25, 2011, the Company entered into a loan agreement
with Mettle Ventures, LLC in the amount of $300,000 bearing interest of 13%.
Interest expense for this loan totaling $19,252 was recorded for the year ended
December 31, 2014. This loan was paid off on September 5, 2014 in the amount of
$212,708 in the loan disbursement from Newtek Small Business Finance.

On December 9, 2013, the Company entered into a loan agreement
with Mettle Ventures XS, LLC in the amount of $250,000 bearing interest of 14%.
Interest expense on this loan totaling $23,302 was recorded for the year ended
December 31, 2014. This loan was paid off on September 5, 2014 in the amount of
$253,452 in the loan disbursement from Newtek Small Business Finance.

On November 12, 2014, the Company entered into a new open line
of credit agreement with Mettle Ventures, LLC in the amount of $300,000 bearing
interest of 14%. Interest expense of $921 was recorded for this loan during the
year ended December 31, 2014.

See accompanying Independent Auditors Report

-34-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

On November 2, 2015, the Company increased the loan amount with
Mettle Ventures, LLC to $600,000, amending and restating in its entirety the
original credit agreement dated November 12, 2014, bearing interest of 14%, with
a balloon maturity date of April 30, 2017 when all principal comes due. This
loan requires monthly payments of interest, and includes a provision that the
monthly interest payment is the greater amount of actual interest or $4,667.
Interest expense of $34,358 was recorded for the year ended December 31, 2015.
In October of 2016, Mettle Ventures, LLC and the Company agreed to extend the
maturity date of this loan to April 25, 2019, and to remove the minimum balance
and minimum interest payment provision.

On September 5, 2014, the Company entered into a 10-year term
loan agreement with Newtek Small Business Finance in the amount of $519,000
bearing interest of prime rate plus 2.75% (6.25% and 6.00% as of December 31,
2015 and 2014, respectively), with a required monthly principal and interest
payment of $5,797. This loan required a $75,000 collateral deposit from the
Company and has a maturity date of July 31, 2024. Interest expense on this note
was $29,669 and $7,753 for the years ended December 31, 2015 and 2014,
respectively. The unpaid principal balance was $472,686 and $512,580 as of
December 31, 2015 and 2014, respectively, where the carrying balance of the
balance sheet is reduced by unamortized loan fees.

Future minimum debt payments (net of loan fee amortization)
under the Companys outstanding loans are as follows as of December 31, 2015:

2016

$

42,515

2017

645,250

2018

48,160

2019

51,258

2020

54,555

Thereafter

210,312

Total

$

1,052,050

NOTE 5: INCOME TAXES

Income taxes are accounted for using the asset and liability
method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of other assets and liabilities. Deferred
income taxes arise from temporary differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements, which
result in taxable or deductible amounts in the future.

Deferred tax assets and liabilities as of December 31, 2015 and
2014 are as follows:

2015

2014

Deferred Tax Assets

Net
operating loss carryforwards

$

130,477

$

137,033

Cash to accrual differences

6,821

2,459

Charitable
contribution carryforward

7,518

7,105

R&D credit carryforward

6,886

-

Intangibles

14,204

15,956

Deferred Tax Liabilities

Property
and Equipment

(21,135

)

(12,327

)

Deferred Tax Asset

144,771

150,226

Valuation
allowance

-

(150,226

)

Deference Tax Assets, Net

$

144,771

$

-

See accompanying Independent Auditors Report

-35-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

For the year ended December 31, 2014, the Company recorded a
deferred income tax benefit, but, because it has incurred taxable losses for
several years, the full amount was offset by a valuation allowance. However, for
the year ended December 31, 2015, the Company reversed the valuation allowance
to its deferred income tax benefit due to an evaluation of future projections,
indicating that the Company will more-likely-than-not realize the tax benefit,
and therefore, the valuation allowance was released.

As of December 31, 2015 and 2014, the Company has a
contribution carryover of $20,287 and $19,173, as well as research and
development credits of $6,886 and $0. The Companys net operating loss
carryforward as of December 31, 2015 and 2014 was $352,111 and $369,802 from tax
years 2011-2014, which will begin to expire in varying amounts in 2031.

The following table reconciles the statutory federal income tax
rate to actual rates based on income or loss before income taxes as of December
31, 2015:

Federal Income tax rate

34%

State Income tax rate, net of federal benefit

3%

Research and Development
credits

-22%

Other

2%

Change in Valuation Allowance

-472%

Effective Income Tax Rate

-455%

The Company is not presently subject to any income tax audit in
any taxing jurisdiction.

NOTE 6: LEASE OBLIGATIONS

Effective October 2014, the Company entered into a lease
agreement for office space. The lease term commenced January 1, 2015 and expires
after 38 months, on February 28, 2018. Monthly lease obligations under the
agreement are base rent starting at $2,720 per month plus $1,133 per month in
operating expenses, with the first payment due March 1, 2015. The operating
expenses are adjusted by the landlord from time to time. The base rent is
contractually escalated to $2,843 per month beginning March 1, 2016 and to
$2,967 per month beginning March 1, 2017. A $3,500 deposit was paid at the
commencement of the lease. The lease agreement provided for a two-month rent
credit for the months January and February of 2015. Future minimum cash payments
due under this lease agreement are as follows:

Base Rent

Estimated Operating Cost

Total Lease Obligations

2015

$

27,450

$

11,331

$

38,781

2016

31,155

15,382

46,537

2017

35,357

17,010

52,367

2018

5,934

2,835

8,769

Total

$

99,896

$

46,558

$

146,454

Total rent expense for the years ended December 31, 2015 and
2014 was $45,599 and $18,768, respectively.

See accompanying Independent Auditors Report

-36-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

NOTE 7: RELATED PARTIES

The stockholder of the Companys outstanding stock and officer
of the Company advances funds to the Company and receives repayments on such
advances throughout the year in the form of allowing Company use of personal
credit cards. The balances due under this arrangement as of December 31, 2015
and 2014 were $75,581 and $91,256, respectively.

NOTE 8: CONTINGENCIES

The Company may be subject to legal proceedings and regulatory
actions in the ordinary course of business. The results of such proceedings
cannot be predicted with certainty, but the Company does not anticipate that the
final outcome, if any, arising out of any such matter will have a material
adverse effect on its business, financial condition or results of operations.

NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS

In July 2014, the FASB issued the ASU No. 2015-11 on Inventory
(Topic 330): Simplifying the Measurement of Inventory, which proposed that
inventory should be measured at the lower of cost and the estimated selling
prices in the ordinary course of business, less reasonably predictable costs of
completion, disposal, and transportation. These amendments are based on existing
guidance that requires measuring inventory at the lower of cost or market to
consider the replacement cost of inventory less an approximately normal profit
margin along with net value in determining the market value. It is effective for
reporting periods beginning after December 15, 2016. Management is assessing the
impact of this pronouncement on our financial statements.

In November 2015, the FASB issued ASU 2015-17: Financial
InstrumentsOverall: Recognition and Measurement of Financial Assets and
Financial Liabilities, which provides guidance to simplify the financial
statement presentation of deferred income taxes. The new guidance requires an
entity to present deferred tax assets and liabilities as non- current in a
classified balance sheet. Prior to the issuance of this guidance, deferred tax
liabilities and assets were required to be separately classified into a current
amount and a non-current amount in the balance sheet. The new guidance
represents a change in accounting principle and is effective for annual
reporting periods beginning after December 15, 2016, with early adoption
permitted. The Company elected to early adopt this guidance as of December 31,
2014 and to apply it prospectively.

Management does not believe that any recently issued, but not
yet effective, accounting standards could have a material effect on the
accompanying financial statements. As new accounting pronouncements are issued,
the Company will adopt those that are applicable under the circumstances.

NOTE 10: SUBSEQUENT EVENTS

2016 Employee Stock Incentive Plan

In May 2016, Company implemented a Stock Incentive Plan (the
Plan) for employees and reserved 1,133,181 shares of common stock for issuance
under the Plan. To date, the Company has granted 315,000 fully vested stock
options at a strike price of $0.83 per share to its Chief Product Officer.

Genlink Capital Inventory Loan

The Company is in process of negotiating a loan agreement with
Genlink Capital for use in purchasing inventory, with a proposed closing date of
November 2016. The proposed loan is a $900,000 non-revolving line of credit,
with a 14% fixed interest rate, interest payments due monthly, and principal due
on the April 2019 maturity date

See accompanying Independent Auditors Report

-37-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS

For the years
ended December 31, 2015 and 2014

Amended and Restated Articles of Incorporation

On November 9, 2016, the Company amended and restated its
articles of incorporation (the Amended Articles) to authorize additional share
classes and stock. The Amended Articles authorized 20,000,000 shares of Class A
Voting Common Stock; 10,000,000 shares of Class B Non-Voting Common Stock; and
10,000,000 shares of Preferred Stock.

Managements Evaluation

Management has evaluated subsequent events through November 18,
2016 the date the financial statements were available to be issued. Based on
this evaluation, no material events were identified which require adjustment or
disclosure in these financial statements.

See accompanying Independent Auditors Report

-38-

Feel The World, Inc.
A Delaware Corporation

Financial Statements, Unaudited

June 30, 2016 and 2015

-39-

FEEL THE WORLD, INC.

TABLE OF CONTENTS

Page

FINANCIAL STATEMENTS AS OF JUNE 30, 2016 AND 2015 AND FOR
THE SIX-MONTH PERIODS THEN ENDED:

Preferred stock, $0.0001 par, 5,000,000
shares authorized 0 shares
issued and outstanding as of each June 30, 2016 and 2015.

$

0

$

0

Common stock,
$0.0001 par, 10,000,000 shares authorized, 6,000,000 shares issued and
outstanding as of each June 30, 2016 and 2015.

600

600

Additional paid-in capital

112,782

55,646

Retained Earnings/(Accumulated Deficit)

(65,744

)

(160,568

)

Total Stockholders' Equity (Deficiency)

47,638

(104,323

)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIENCY)

$

1,040,536

$

502,514

-42-

FEEL THE WORLD, INC.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Jan-June 2016

Jan-June 2015

Net revenues

$

1,323,181

$

909,731

Cost of goods sold

522,097

382,341

Gross Profit

801,084

527,390

Operating Expenses:

General & administrative

347,606

191,457

Operations

6,086

19,611

Research & development

28,392

14,198

Sales &
Marketing

173,224

65,603

Total
Operating Expenses

555,308

290,869

Income from Operations

245,776

236,521

Other Income/(Expense):

Interest income

119

67

Interest expense

(56,622

)

(35,956

)

Total Other Income/(Expense)

(56,503

)

(35,889

)

Income Before Income Tax

189,273

200,632

Income Tax Benefit/(Expense)

(70,418

)

0

Net Income

118,855

200,632

Weighted-average vested common shares
outstanding

-Basic and Diluted

6,000,000

6,000,000

Net loss per common share

-Basic and Diluted

$

0.02

$

0.03

-43-

FEEL THE WORLD, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Jan-June 2016

Jan-June 2015

Cash Flows from Operating
Activities

Net Income

$

118,854

$

200,632

Adjustments to
reconcile net income to net cash used in operating activities

Depreciation and
amortization

22,971

17,329

Paid in
Capital Stock Options

57,136

0

Changes in operating
assets and liabilities:

(Increase) / Decrease in accounts receivable

(51,237

)

14,306

(Increase) / Decrease in inventory

(22,105

)

(74,789

)

(Increase) / Decrease in collateral deposit

(63

)

(67

)

(Increase) / Decrease in prepaid expenses

6,655

7,349

(Increase)/ Decrease in security deposits

0

1,750

(Increase) / Decrease in deferred tax asset

62,433

0

Increase / (Decrease) in accounts payable

21,723

(6,682

)

Increase / (Decrease) in accrued expenses

2,377

(9,423

)

Increase / (Decrease) in customer deposits

(57,186

)

(17,495

)

Increase / (Decrease) in sales tax liability

627

569

Increase / (Decrease) in deferred tax liability

7985

0

Net Cash
Used in Operating Activities

170,170

133,479

Cash Flows from Investing Activities

Cash paid
for property and equipment

(29,340

)

(13,450

)

Net cash used in
investing activities

(29,340

)

(13,450

)

Cash Flows from Financing
Activities

Advances / repayments
from related parties, net

(37,003

)

(33,799

)

Proceeds
from line of credit

(200,000

)

(225,000

)

Net principal payments on
term loans

(20,561

)

(19,649

)

Net Cash Provided By Financing Activities

(257,564

)

(278,448

)

Net Change in Cash

(116,734

)

(158,419

)

Cash at Beginning of Period

337,421

347,839

Cash at End of Period

$

220,688

$

189,420

-44-

FEEL THE WORLD, INC.

NOTES OF STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

NOTE 1: NATURE OF OPERATIONS

Feel The World, Inc. (the Company), is a corporation
organized December 17, 2010 under the laws of Delaware. The Company sells
footwear to retailers and direct to consumers.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to
accounting principles generally accepted in the United States of America (GAAP).

The Company adopted the calendar year as its basis of
reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Companys cash and cash equivalents in bank deposit
accounts, at times, may exceed federally insured limits, though as of June 30,
2015, and June 30, 2016, this was not the case.

Inventory is stated at the lower of cost or market and
accounted for using the weighted average cost method. The inventory balances as
of June 30, 2016 and 2015 consist of finished products purchased for resale. The
Company does not record allowances for raw material or work-in-process as it
only purchases finished goods from its manufacturing agent. The Company
contracts the warehousing and fulfillment of its inventory to a third party
located near the Companys Broomfield headquarters.

Accounts Receivable

The Company assesses its receivables based on historical loss
patterns, aging of the receivables, and assessments of specific identifiable
customer accounts considered at risk or uncollectible. The Company also
considers any changes to the financial condition of its customers and any other
external market factors that could impact the collectability of the receivables
in the determination of the allowance for doubtful accounts. As of June 30,
2016, the Company has $3,607 in accounts receivable that is past due.

Property and Equipment

Property and equipment are recorded at cost.
Depreciation/amortization is recorded for property and equipment using the
straight-line method over the estimated useful lives of assets. The Company
reviews the recoverability of all long-lived assets, including the related
useful lives, whenever events or changes in circumstances indicate that the
carrying amount of a long-lived asset might not be recoverable. The balances at
June 30, 2016 and 2015 consist of footwear manufacturing assets and equipment
assets with 3-7 year lives.

-45-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Capital assets as of June 30, 2016 and 2015 are as follows:

June 30, 2016

June 30, 2015

Footwear molds

$

198,387

$

116,944

Footwear lasts

4,340

0

Furniture and Equipment

3,596

3,596

206,323

120,540

Accumulated Depreciation

(112,103

)

(71,803

)

Footwear molds & lasts and

equipment, net

94,220

48,737

Depreciation Expense

$

22,971

$

17,329

Fair Value of Financial Instruments

Financial Accounting Standards Board (FASB) guidance
specifies a hierarchy of valuation techniques based on whether the inputs to
those valuation techniques are observable or unobservable. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs
reflect market assumptions. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurement) and the lowest priority to unobservable inputs (Level 3
measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in
active markets for identical assets or liabilities that the reporting entity has
the ability to access at the measurement date. Level 1 primarily consists of
financial instruments whose value is based on quoted market prices such as
exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly (e.g., quoted prices of similar assets or
liabilities in active markets, or quoted prices for identical or similar assets
or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the
asset or liability. Financial instruments are considered Level 3 when their fair
values are determined using pricing models, discounted cash flows or similar
techniques and at least one significant model assumption or input is
unobservable. The carrying amounts reported in the balance sheets approximate
their fair value.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence
exists of an arrangement with the customer reflecting the terms and conditions
under which products or services will be provided; (2) delivery has occurred or
services have been provided; (3) the fee is fixed or determinable; and (4)
collection is reasonably assured. The Company typically collects revenue upon
sale and recognizes the revenue when the item has shipped. Sales tax is
collected on sales in Colorado and these taxes are recorded as a liability until
remittance. Liabilities are recorded for store credit issued to wholesale
customers.

Merchant Account Fees

The Company includes credit card merchant account fees as cost
of goods sold in the statement of operations. As of June 30, 2016 and 2015, the
Company had merchant account fees of $20,898 and $18,603, respectively.

Income Taxes

The Company uses the liability method of accounting for income
taxes as set forth in ASC 740, Income Taxes. Under the liability method,
deferred taxes are determined based on the temporary differences between the
financial statement and tax basis of assets and liabilities using tax rates
expected to be in effect during the years in which the basis differences reverse. A valuation allowance is
recorded when it is unlikely that the deferred tax assets will not be realized.
The Company assesses its income tax positions and records tax benefits for all
years subject to examination based upon our evaluation of the facts,
circumstances and information available at the reporting date. In accordance
with ASC 740-10, for those tax positions where there is a greater than 50%
likelihood that a tax benefit will be sustained, our policy will be to record
the largest amount of tax benefit that is more likely than not to be realized
upon ultimate settlement with a taxing authority that has full knowledge of all
relevant information. For those income tax positions where there is less than
50% likelihood that a tax benefit will be sustained, no tax benefit will be
recognized in the financial statements.

-46-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Net Earnings or Loss per Share

Net earnings or loss per share is computed by dividing net
income or loss by the weighted-average number of common shares outstanding
during the period, excluding shares subject to redemption or forfeiture. The
Company presents basic and diluted net earnings or loss per share. Diluted net
earnings or loss per share will reflect the actual weighted average of common
shares issued and outstanding during the period. There are no dilutive items
outstanding as of June 30, 2016 and 2015, respectively, and therefore basic and
diluted earnings per share are the same for each period presented.

NOTE 3: STOCKHOLDERS EQUITY (DEFICIENCY)

Capital Stock

The Company authorized 10,000,000 shares of common stock and
5,000,000 shares of preferred stock at $0.0001 par value as of each June 30,
2016 and 2015. As of each June 30, 2016 and 2015, 6,000,000 shares of common
stock were issued and outstanding, and zero shares of preferred stock were
issued and outstanding.

NOTE 4: LONG-TERM BUSINESS LOANS

The Company entered into an open line of credit agreement with
Mettle Ventures, LLC on November 12, 2014 in the amount of $300,000 bearing
interest of 14%. On November 2, 2015, the Company increased the loan amount with
Mettle Ventures, LLC to $600,000, amending and restating in its entirety the
original credit agreement, with a balloon maturity date of April 30, 2017 when
all principal comes due. In November of 2016, Mettle Ventures, LLC and the
Company signed an amendment to extend the maturity date of this loan to April
25, 2019, and to remove the minimum balance and minimum interest payment
provision. This loan requires monthly payments of interest, with an interest
expense of $39,584 recorded for this loan during the 6-month period ending June
30, 2016, and $17,989 for the period ending June 30, 2015.

The Company entered into a 10-year term loan agreement with
Newtek Small Business Finance on September 5, 2014 in the amount of $519,000
bearing interest of prime rate plus 2.75% (6.25% as of June 30, 2016 and 2015,
respectively), with a required monthly principal and interest payment of $5,797.
This loan required a $75,000 collateral deposit from the Company and has a
maturity date of July 31, 2024. Interest expense on this note was $14,406 and
$15,133 for the periods ending June 30, 2016 and 2015, respectively. The unpaid
principal balance was $431,489 and $469,959 as of June 30, 2016 and 2015,
respectively, where the carrying balance of the balance sheet is reduced by
unamortized loan fees.

Future minimum principal debt payments (net of loan fee
amortization) under the Companys outstanding loans are as follows as of June
30, 2016:

-47-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

For the Year Ended June 30:

2017

$

643,861

2018

46,682

2019

49,685

2020

52,881

Thereafter

238,015

Total

$

1,031,124

NOTE 5: INCOME TAXES

Income taxes are accounted for using the asset and liability
method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of other assets and liabilities. Deferred
income taxes arise from temporary differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements, which
result in taxable or deductible amounts in the future.

For the six months ended June 30, 2016, the Company has a
deferred income tax benefit due to an evaluation of future projections,
indicating that the Company will more-likely-than-not realize the tax benefit,
and therefore, no valuation allowance was recorded.

Deferred tax assets and liabilities as of June 30, 2016, and
December 31, 2015, are as follows:

6/30/2016

12/31/2015

Deferred Tax Assets

Net
operating loss carryforwards

$

52,953

$

130,477

Cash to accrual differences

-

6,821

Charitable
contribution carryforward

7,888

7,518

R&D credit carryforward

9,006

6,886

Intangibles

12,453

14,204

Employee Stock Option

21,172

-

Deferred Tax Liabilities

Property and Equipment

(29,120

)

(21,135

)

Deferred Tax Asset

74,352

144,771

Valuation allowance

-

-

Deferred Tax Assets, Net

$

74,352

$

144,771

As of December 31, 2015, the Company had a contribution
carryover of $20,287, as well as research and development credits of $6,886. The
Companys net operating loss carryforward as of December 31, 2015, was $352,111
from tax years 2011-2014, which will begin to expire in varying amounts in 2031.

As of June 30, 2016, the Company had a net operating loss
carryforward of $142,901, and a net deferred tax asset of $74,352. The
contribution carryover increased to $21,287 and the research and development
credits to $9,066.

The following table reconciles the statutory federal income tax
rate to actual rates based on income or loss before income taxes as of June 30,
2016:

-48-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Federal Income tax rate

34%

State Income tax rate, net of federal benefit

3%

Research and Development
credits

-4%

Other

0%

Effective Income Tax Rate

33%

The Company is not presently subject to any income tax audit in
any taxing jurisdiction.

NOTE 6: LEASE OBLIGATIONS

The Companys office lease commenced January 1, 2015 and
expires after 38 months, on February 28, 2018. Monthly lease obligations under
the agreement are base rent starting at $2,720 per month plus $1,133 per month
in operating expenses, with the first payment due March 1, 2015. The operating
expenses are adjusted by the landlordfrom time to time. The base rent is
contractually escalated to $2,843 per month beginning March 1, 2016 and to
$2,967 per month beginning March 1, 2017. A $3,500 deposit was paid at the
commencement of the lease. The lease agreement provided for a two-month rent
credit for the months January and February of 2015.

Total rent expense for the periods ended June 30, 2016 and 2015
was $31,666 and $19,707, respectively.

Future minimum cash payments due under this lease agreement as
of June 30, 2016, are as follows:

For the year ended June 30

Base Rent

Estimated Operating Cost

Total Lease Obligations

2017

34,615

17,357

51,972

2018

23,736

12,057

35,793

Total

$

58,351

$

29,414

$

87,765

Discussion of the First Amendment to Office Lease signed in
December 2016 is outlined in the Subsequent events section below.

NOTE 7: RELATED PARTIES

The stockholder of the Companys outstanding stock and officer
of the Company advances funds to the Company and receives repayments on such
advances throughout the year in the form of allowing Company use of personal
credit cards. The balances due under this arrangement as of June 30, 2016 and
2015 were $38,578 and $57,457, respectively.

Vice-President of Sales and Marketing, Emilio Torres,
independently runs J4J Branding; J4J purchases products from the Company at its
standard wholesale price of 50% off MSRP to resell at events and through
shopping mall kiosks. In 2016, J4J Branding purchased $17,161 worth of product
from the Company for resale.

NOTE 8: CONTINGENCIES

The Company may be subject to legal proceedings and regulatory
actions in the ordinary course of business. The results of such proceedings
cannot be predicted with certainty, but the Company does not anticipate that the
final outcome, if any, arising out of any such matter will have a material
adverse effect on its business, financial condition or results of operations.

-49-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS

In July 2014, the FASB issued the ASU No. 2015-11 on Inventory
(Topic 330): Simplifying the Measurement of Inventory, which proposed that
inventory should be measured at the lower of cost and the estimated selling
prices in the ordinary course of business, less reasonably predictable costs of
completion, disposal, and transportation. These amendments are based on existing
guidance that requires measuring inventory at the lower of cost or market to
consider the replacement cost of inventory less an approximately normal profit
margin along with net value in determining the market value. It is effective for
reporting periods beginning after December 15, 2016. Management is assessing the
impact of this pronouncement on our financial statements.

In November 2015, the FASB issued ASU 2015-17: Financial
InstrumentsOverall: Recognition and Measurement of Financial Assets and
Financial Liabilities, which provides guidance to simplify the financial
statement presentation of deferred income taxes. The new guidance requires an
entity to present deferred tax assets and liabilities as non-current in a
classified balance sheet. Prior to the issuance of this guidance, deferred tax
liabilities and assets were required to be separately classified into a current
amount and a non-current amount in the balance sheet. The new guidance
represents a change in accounting principle and is effective for annual
reporting periods beginning after December 15, 2016, with early adoption
permitted. The Company elected to early adopt this guidance as of December 31,
2014 and to apply it prospectively.

Management does not believe that any recently issued, but not
yet effective, accounting standards could have a material effect on the
accompanying financial statements. As new accounting pronouncements are issued,
the Company will adopt those that are applicable under the circumstances.

NOTE 10: SHARE-BASED PAYMENTS

Stock Plan

In May 2016, the Company adopted the 2016 Stock Incentive Plan,
as amended and restated (the Plan), which provides for the grant of shares of
stock options, incentive stock options, and restricted stock to employees,
non-employee directors, and non-employee consultants. Under the Plan, the number
of shares available to be granted was 1,133,181 shares as of June 30, 2016. The
option exercise price generally may not be less than the underlying stocks fair
market value at the date of the grant and generally have a term of ten years.
Stock options comprise all of the awards granted since the Plans inception.
Vesting generally occurs over a period of immediately to four years. To date,
the Company has granted 315,000 fully vested stock options at a strike price of
$0.83 per share to its Chief Product Officer, leaving 818,181 shares available
to be issued from the plan as of June 30, 2016. These granted options were valued using
the Black-Scholes method and the Company recorded compensation expense of
$50,400 for these options for the period ending June 30, 2016.

NOTE 11: SUBSEQUENT EVENTS

Genlink Capital Inventory Loan

The Company closed a new loan agreement with Genlink Capital
for use in purchasing inventory on November 18, 2016. The loan is a $900,000
non-revolving line of credit, with a 14% fixed interest rate, interest payments
due monthly, and principal due on the April 2019 maturity date.

Modification of Mettle Ventures Line of Credit

On November 18, 2016, the Company signed a First Amendment to
Amended and Restated Promissory Note and Amended and Restated Loan Agreement
with Mettle Ventures, LLC, extending the maturity date from April of 2017 to April of 2019. This Amendment also removed the minimum
outstanding balance provision for this Line of Credit, and the Company paid down
an additional $150,000 on this loan in December, 2016.

-50-

FEEL THE WORLD, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the
six-month periods ended June 30, 2016 and 2015

Amended and Restated Articles of Incorporation

On November 9, 2016, the Company amended and restated its
articles of incorporation (the Amended Articles) to authorize additional share
classes and stock. The Amended Articles authorized 20,000,000 shares of Class A
Voting Common Stock; 10,000,000 shares of Class B Non-Voting Common Stock; and
10,000,000 shares of Preferred Stock.

First Amendment to Office Lease

On December 29, 2016, the Company signed a First Amendment to
Office Lease expanding its leased space from 2,967 square feet to 7,316, and
extending the term of its lease through December 31, 2019. Lease payments for
2017 will consist of $7,316 in base rent per month plus an estimated $3,715.73
per month in expenses, with an increase of $0.50 per square foot per year in
base rent with additional expense adjustments as warranted. The Company also
received a $50,000 credit from the landlord it may apply at its discretion to
rent and expenses on the new space.

Impact of Third and Fourth Quarter Events on Share Price and
2016 Net Operating Income

The Companys gross revenue grew 92% in 2016, accelerating
slightly over 2015s 84% growth rate. It also experienced numerous key events
during the second half of the year, including a successful online launch into
closed footwear with its Hana shoe, the corresponding shift from a spring-summer
sandal company to being a full-year footwear company, development of five new
closed shoe styles for 2017, the securing of an additional $900,000 in debt
funding, hiring of two additional veteran marketing and sales team members,
demonstration of successful sell-through in wholesale accounts, and preliminary
discussions with key national wholesale accounts representing more than 500
potential new doors. After evaluating these events and their impact on the
Companys projected sales for the next two years, the Board established a new
valuation of its share price at $4.

Managements Evaluation

Management has evaluated subsequent events through December 31,
2016, the date the financial statements were available to be issued. Based on
this evaluation, no additional material events were identified which require
adjustment or disclosure in these financial statements.